REGISTRATION DOCUMENT - Bourbon

6ReportREPORT OF THE CHAIRMANof the Chairman of the Board of DirectorsThe Board of Directors deliberates prior to any operation outside thestrategy announced by the Group or any operation that is liable tohave a signifi cant effect on or that is liable to modify substantially theGroup’s fi nancial structure or results.The Board of Directors examines and approves beforehandall acquisition or divestment operations in any amount above€100 million.The Board of Directors receives regular briefi ngs and can obtaininformation at all times on any changes in the activity or results ofthe Group, its fi nancial position, indebtedness, cash position andmore generally on any of the Group’s commitments, particularlyany problem calling into question the implementation of any of theguidelines in the strategic plan.The Board determines the objectives in terms of fi nancial structureand keeps itself apprised of their attainment.The Board of Directors reviews and approves the informationpublished in the Registration Document by the Company on itscorporate governance practices and structures.It approves the composition of the Group’s Executive Committee.The Board of Directors reviews its composition whenever necessary.It examines its modus operandi annually.1.2.2 Organization of the work of the Board of DirectorsThe Chairman organizes and directs the work of the Board ofDirectors. He provides the General Meeting with a report andexecutes its decisions. He supervises the proper functioning of theCompany’s administrative bodies and ensures that the Directors arein a position to perform their mission.The Group’s Executive Committee, composed of the Chief ExecutiveOffi cer, Christian Lefèvre, and the Executive Vice Presidents ofBOURBON, Laurent Renard and Gaël Bodénès, meets twice amonth, and in particular, before each meeting of the Board ofDirectors. This committee prepares for decisions by the Board ofDirectors, particularly concerning strategic lines, investments andthe annual operating budget.1.3 Meetings of the Board of DirectorsThe Board of Directors meets as often as required by the interestsof the Company. All Directors receive the information necessary toperform their duties, particularly to prepare for every Board meeting.The Directors also receive all information on signifi cant events in theCompany.The minutes of the meetings of the Board of Directors are draftedat the end of each meeting and sent promptly to all the Directors.The minutes are generally subject to their express approval at thefollowing Board meeting.The Statutory Auditors are invited to the meetings in which the Boardof Directors closes the accounts.In 2011, the Board of Directors met four times (on March 14, June 1,August 29 and December 5). The meetings lasted an average of fourhours. The attendance rate was 90% against 88% in 2010.The following issues were discussed in the meetings of the Boardof Directors:3 current management follow-up: examination of fi nancialstatements, reports from the committees, reports on currentmajor accounts, recognition of a capital increase from theexercise of stock subscription options and the awarding of bonusshares, preparations for the Annual General Meeting;3 major guidelines follow-up: the Group’s development strategy,monitoring of investments under the “BOURBON 2015Leadership Strategy” plan, sale of assets, fi nancing strategy;3 functioning of the administrative bodies: defi nition of tasks to beperformed by the Board or the executive management, setting ofcompensation for corporate offi cers, appointments, assessment,rules of corporate governance, employee shareholding, allocationof stock options ;3 decision in terms of regulated agreements, in particular, reviewand authorization of any orders placed with shipyards underregulated agreements. This review is done outside the presenceof the Directors concerned. Decisions on regulated agreementsare made after a review of the issues prepared by the ChiefOperating Offi cer. These decisions take into account factorsrefl ecting the objectives of the strategic plan, the ability of theshipyards to deliver quality products within the deadlines andwithin the budget, as well as the competitiveness of the productsin light of the market conditions of the moment.1.4 Evaluation by the Board of DirectorsThe Board compiled a written assessment of its operations during2011, with a view to:3 reviewing its modus operandi;3 checking that important issues are appropriately prepared anddiscussed;3 measuring the actual contribution of each Director to the work ofthe Board and his or her involvement in deliberations.The fi ndings of this assessment were discussed by the Board onMarch 5, 2012.1.5 The specialized committees of the Boardof DirectorsThe Board of Directors is assisted in its task by two specializedcommittees: the Audit Committee and the Nominating, Compensationand Governance Committee.1.5.1 The Audit CommitteeThe mission of the Audit Committee is to assist the Board of Directorsso that it can monitor the accuracy and consistency of BOURBON’sCompany and consolidated accounts, the quality of internal controland the information available to shareholders and the markets.146BOURBON - 2011 Registration Document